Dear Shareholders,

Your Directors are pleased to present their 33^rd Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024

1. Financial Highlights -The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:-

2. Review of Operations & Business - KEY FINANCIAL HIGHLIGHTS

3. Share Capital

During the year under review, the Company has increased its Authorized Share Capital from Rs 15 Crores to 25 Crores There was no change in the issues, subscribed and paid-up capital ,During the year under review, the Company did not issue any shares with differential rights as to dividend, voting or otherwise.

4. Dividend

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),the Dividend Distribution Policy of the Company is annexed herewith as Annexure I and is also available on the Company's website at: https://www.espirehospitality.com/investors/investor-information However the company has not declared any dividend for the year.

The Directors of your Company do not propose to transfer any amount to reserves

All transactions entered with related parties during the year under review were on arm's length basis and in the ordinary course of business. Your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy"). Further, transactions entered by the Company with related parties in the normal course of business were approved by the Audit Committee and placed before the Board.There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at: https://www.espirehospitality.com/investors/investor-information The Directors of your Company draw attention of the Members to Note No. 33 to the Standalone Financial Statements which sets out related party disclosure.

7. Particulars of Loans and Advances,Guarantees, Investments and Securities

The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013.

8. Significant and Material Orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its operations in the future.

9. Corporate Social Responsibility

Section 135 of the Companies Act,2013 are not applicable on the company , as none of the prescribed conditions are applicable on the company.

The provisions of BRSR are not applicable on the company for the f.y 2023-24

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations, forms part of this Annual Report

A detailed analysis of the Company's operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Resort Operations, Member Experience, Business Excellence, Human Resources and Information Technology are separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

As per the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for Directors, employees and other stakeholders to report genuine concerns. The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the Corporate Governance Report, which forms part of this Annual Report

15 . Employees' Stock Options

Employees' Stock Options represent a reward system based on overall performance of the individual employee and the Company. It helps the Company to attract, retain and motivate the best available talent. This also encourages employees to align individual performances with those of the Company and promotes increased participation by the employees in the growth of the Company. However the company has not announce any ESOP during the year under report.

The Company has no Joint Venture Agreement, or Associate during the year.

Your Company has 7 Directors, which includes 3 Independent Directors, 3 Non-Executive Non-Independent Directors ((including 1 woman Director)and 1 Managing Director.

Mr. Prithvi Raj Singh has shown his inability to continue as the Managing Director and Director of the company, accordingly he has submitted his resignation w.e.f 29^th of December,2023.

Further, the Board at its Meeting held on 31^st December,2023 ,appointed Mr. Akhil Arora as an Additional Director and also as the Managing Director designated as Managing Director and Chief Executive Officer of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. 01^st January,2024 to 31^st December,2028(both days inclusive), based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders .He shall hold office as an Additional Director upto the date of the ensuing AGM.

The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company. The approval of the shareholders for appointment of Mr. Akhil Arora as a Director and also as the Managing Director designated as Managing Director and Chief Executive Officer of the Company would be obtained at the ensuing AGM of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable Rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors of the Company have confirmed that they have registered themselves with the databank maintained by Retirement by rotation Mr. Amit Rai , retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM of the Company scheduled to be held on 30^th September,2024.

Pursuant to the provisions of the Act, as on March 31, 2024, Mr.Akhil Arora, Managing Director & CEO, Mr. Rajeev Chatterjee, Chief Financial Officer and Mr. Sumeer Narain Mathur Company Secretary & Chief Compliance Officer are the KMPs of the Company. During the year under review, Mr. Prithvi Raj Singh resigned as the Managing Director and Key Managerial Personnel of the Company w.e.f. the close of business hours on 29^th December,2023 Further, the Board of Directors at their Meeting held on 31^st December,2023 appointed Mr. Akhil Arora as the Managing Director and Key Managerial Personnel of the Company .

Further during the year Mr Sumeer Narain Mathur holding duel position of Company Secretary & Chief Financial Officer, stepped down from the post of Chief Financial Officer w.e.f 14^th August,2023 and Mr Rajeev Chatterjee was appointed as the Chief Financial Officer w.e.f 15^th August,2023.

Your Company has adopted the following Policies which, positive attributes and independence of a Director: 1. Policy on Appointment of Directors and Senior Management 2. Policy on Remuneration of Directors and 3. Policy on Remuneration of Key Managerial Personnel and Employees Policy (1) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy. Policies (2) and (3) mentioned above set out the approach for Compensation of Directors, Key Managerial Personnel and ther employees in the Company.

The aforesaid policies are also available at the link : https:// www.clubmahindra.com/investors/investor-information.

The Board has conducted an annual evaluation of its own performance, individual Directors, Committees of the Board and that of its Non-Executive Chairperson, in terms of the relevant provisions of the Act, Rules made thereunder and SEBI Listing Regulations. The Nomination and Remuneration Committee (''NRC'') has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors including Independent Directors. The criteria for Board Evaluation includes inter alia, composition and structure, effectiveness of board processes, information and functioning of the Board, etc. The criteria for evaluation of the Committees of the Board includes mandate of the Committee and composition and effectiveness of the Committee, etc. The criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, integrity, independence and contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of the Chairperson is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and effectiveness as Chairperson. The above criteria are based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017.

The NRC has evaluated the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the Independent Directors taking into account the views of the Executive Director and Non-Executive Directors. Performance Evaluation of Independent Directors was carried out by the entire Board excluding the Director being evaluated. The Annual Performance Evaluation was carried out by the Board in respect of its own performance as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Risk Management and Inventory Approval Committees. A structured questionnaire was prepared and circulated amongst the Directors, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committees thereof with regards to skill, experience, independence, execution and performance of specific duties, diversity, attendance and adequacy of time given by the Directors to discharge their duties, preparedness on the issues to be discussed, meaningful and constructive contributions, inputs at the meetings, Corporate Governance practices, etc. The Directors expressed their satisfaction with the evaluation process. Espire Hospitality

During the year under review, the Board of Directors met 6 (six) times. The details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Audit Committee comprises of 3 (three) Directors viz Mr Pramod Bhatnagar,Mr Amit Kumar Jain & Mr. Dileep Kumar, as its Chairperson . Further details are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, all recommendations of the Audit Committee were accepted by the Board.

Pursuant to Section 134(5) of the Act, your Directors, to theirbest of their knowledge and ability, confirm that :

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards had been followed and there is no material departure;

b) b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Internal Financial Controls and their Adequacy

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and remoting operational efficiency.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2023-24.

Further details are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report

26. Risk Management

Your Company has a well-defined risk management framework to identify and evaluate elements of business risk. The Board of Directors have constituted the Risk Management Committee pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations and its prime responsibility is to oversee the implementation of the Risk Management Policy of the Company. Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter-alia, includes identification of risks, including cyber curity and related risks and also those which in the opinion of the Board may threaten the existence of the Company. The Audit Committee has an oversight in the area of financial risk and controls. Other details including details pertaining to various risks faced by your Company and also development

27. Disclosure requirements

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, details of transactions with persons or entities belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company, are furnished under Note No. 51 to the Standalone Financial Statements which sets out related party disclosure; The provisions in respect of maintenance of cost records as specified under sub-section (1) of Section 148 of the Act are not applicable to your Company; During the year under review, there was no change in the nature of business of the Company; During the year under review, there was no issue of shares (including sweat equity shares) to employees of the Company under any Scheme, save and except Employees Stock Option Schemes referred to in this Report; The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively; During the year under review, there was no revision of financial statements and Board's Report of the Company; During the year under review, your Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016;

Your Co mpany has no borrowings as on March 31, 2024 and hence, the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks / financial institutions along with the reasons thereof is not applicable to the Company; and During the year under review, there were no voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially old shares as envisaged under section 67(3)(c) of the Act

In terms of the provisions of Section 139 of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules,2014 as amended vide the Companies (Amendment) Act,2017 and the Companies (Audit and Auditors) Amendment Rules,2018 respectively, M/s Bansal & Co,LLP, Chartered Accountants ,( (ICAI Firm Regn No: 001113N/N500079), the auditors of the Company, hold office for a consecutive period of five years until the conclusion Thirty Fifth (35th) Annual General Meeting of the company to be held for the financial year 2025-26 and their appointment is not required to be ratified each year at Annual General Meeting of the Company.

The Auditors have confirmed to the company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act,2013, the Chartered Accountants Act,1949 and the rules and regulations made thereunder.

The Report given by the statutory auditors for the financial year 2022-23 on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

B-Secretarial Auditors

The Secretarial Audit was carried out by M/s. RSH & Associates, Company Secretaries (Peer Review Certificate number:1719/2022) for the financial year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure 3 and forms an integral part of this Report. Explanations to their qualifications are as under:

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of SEBI Listing Regulations, your Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by M/s. RSM & Associates Secretaries, has already been submitted to the Stock Exchanges within 60 days from the end of the financial year and is annexed to this Annual Report.

29. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

30. Deposits

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date.

There are no deposits which are not in compliance with the requirements of the Act.

31. Credit Rating

There is no credit rating being undertaken by the company

32. Material Changes and Commitment affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which have occurred from the end of the financial year of the Company i.e. March 31, 2024 till the date of the Board's Report.

33. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2024, has been placed on the website f the Company and can be accessed at https://www.espirehospitality.com/investors/financials.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. Some of these initiatives are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms part of this Annual Report.

In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under.

35. Human Resources

Your Company is committed to fostering an inclusive and diverse workforce by actively focusing on hiring and development of diverse talent. During the year under review, the Company has rolled out various initiatives to strengthen inclusion at the workplace, for instance, workshops on "Unconscious Bias" and "Allyship" focused on leadership capability to lead and develop diverse teams. At Res orts, the Company has been hiring Specially Abled Talent and supporting them through mentorship initiatives and accessible resources to create an inclusive work environment that nurtures their growth and success.

The Company continues its concerted efforts towards building talent from within and has a robust talent management process aimed to develop capability of talent to take on diverse role

Disclosures pertaining to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). Your

Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act and the Committee includes external members from NGO and / or members with relevant experience. There were no complaints pending at the beginning of the year. During the year under review, 21 (Twenty One) complaints were received and 20 (Twenty) were resolved by taking appropriate actions as per the provisions of the POSH Act. 1 (One) complaint was pending as on March 31, 2024.

36. Particulars of Employees

The disclosure with respect to the remuneration of Directors, KMPs and employees under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), is annexed herewith as Annexure VI and forms part of this report.

37. Ethics Framework

The Company's revised Code of Conduct (''the Code'') for employees outlines the commitment to the principles of integrity, transparency and fairness. The refreshed Code has been contemporized and aligned with the changes in the internal and the external environments. It enables the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy, Policy on Gifts & Entertainment, Policy on Prevention of Sexual Harassment at Workplace and Whistle Blower Policy to ensure robust Corporate Governance.

38. Acknowledgement and Appreciation

The Directors of your Company take this opportunity to thank the Company's Customers, Shareholders, Suppliers, Bankers and the Central and State Governments for their unstinted support. The Directors would like to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.